Billed as "Oprah's Surprise Spectacular," more than 13,000 audience members crammed inside Chicago's United Center arena Tuesday night, where stars such as Tom Hanks, Madonna, Tom Cruise and countless other big name stars honored the queen of daytime television, reports The Daily Mail.

"It's no secret that millions of people are inspired by Oprah. I am one of those people. She fights for things she believes in, even if it makes her unpopular. I have learned so much from her," Madonna said to the crowd. "She's a self-made woman who's been at the top of her game for over 25 years - and she's still kicking ass, I vow to be more courageous and never give up. Thank you for inspiring me."

"Oprah said if this didn't work out for her, she would have become a 4th grade teacher," Will Smith said as Winfrey stood beside him and his wife, Jada Pinkett Smith. "You did become a teacher, with the whole world as your classroom."

Winfrey's longtime partner Stedman Graham, who rarely appears on her show, surprised the talk show queen by introducing legendary singer Aretha Franklin, who emerged to sing a version of "Amazing Grace."

Perhaps the most surprising celebrity guest was Maria Shriver, who set aside her personal turmoil with her estranged husband, Arnold Schwarzenegger, to pay tribute to Winfrey.

Shriver, who appeared on stage with Winfrey's best friend Gayle King, told the crowd that the talk show host had "given me love, support, wisdom and most of all the truth."

Before Beyonce performed in a short, tight tuxedo outfit, she declared: "Oprah Winfrey, because of you, women everywhere have graduated to a new level of understanding of what we are, who we are, and who we can be ... We can run the world!"

The star-studded night will air on May 23 and 24. The final episode, which is still under wraps, will air on May 25.